EXHIBIT 4.2.1
FIRST AMENDMENT TO FISCAL AND PAYING AGENCY AGREEMENT
This First Amendment ("Amendment") to the Fiscal and Paying Agency
Agreement dated as of January 29, 1996 (the "Original Indenture") by and among
Youth Services International, Inc. ("the Company"), The Chase Manhattan Bank,
N.A., New York, as Fiscal Agent, Paying Agent, Transfer Agent and Conversion
Agent (the "Fiscal Agent"), the Chase Manhattan Bank, N.A., London, as Paying
Agent, Conversion Agent and Transfer Agent, and Chase Manhattan Bank Luxembourg,
S.A., as Paying Agent, Conversion Agent and Transfer Agent (collectively, and
together with the Fiscal Agent, the "Agents"), is entered into as of this 31st
day of March, 1999 by and among the Company, the Agents and Correctional
Services Corporation, a Florida corporation ("CSC").
WHEREAS, Section 7(l) of the Original Agreement provides that, in the
case of certain mergers of the Company, the person obligated to issue securities
upon conversion of the Securities (as defined in the Original Agreement) shall
execute and deliver to the Fiscal Agent an amendment addressing certain issues;
WHEREAS, the Company, CSC and Palm Merger Corporation, a Maryland
corporation and wholly-owned subsidiary of CSC ("Merger Sub"), have entered into
an Agreement and Plan of Merger, dated as of September 23, 1998, as amended,
(the "Merger Agreement"), pursuant to which Merger Sub will merge with and into
YSI (the "Merger") and each stockholder of YSI will receive .275 shares of the
Common Stock of CSC, $.01 par value per share (the "CSC Common Stock") in
exchange for each share of the Common Stock of YSI, $.01 par value per share,
owned by such YSI stockholder;
WHEREAS, the Section 7(l) of the Original Agreement is applicable to
the Merger; and
WHEREAS, the parties desire to amend the terms of the Original
Agreement as set forth below, in accordance with the requirements of Section
7(l) of the Original Agreement;
NOW THEREFORE, in consideration of the covenants and agreements
contained herein, the Original Agreement is hereby amended as set forth below.
1. Capitalized Terms. Capitalized terms not otherwise defined herein shall
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have the meanings set forth in the Original Agreement.
2. Conversion of Securities. Pursuant to the requirements of Section 7(l) of
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the Original Agreement, each Security outstanding as of the date hereof
shall automatically, without the consent of any holder, become convertible
only into the number of shares of CSC Common Stock which the holder would
have owned immediately after the Effective Time if the holder had converted
the Security at the conversion price in effect immediately before the
Effective Time, subject to adjustments as nearly equivalent as
may be practicable to the adjustments set forth in Section 7 of the
Original Agreement and in Section 4 of the Registered Securities and Bearer
Securities.
3. Counterparts. This Amendment may be executed in counterparts, each of
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which shall constitute one agreement, binding on the parties, and each
party hereby covenants and agrees to execute all duplicates or replacement
counterparts of this Amendment as may be required.
4. Agreement. The terms and provisions of the Original Agreement, as amended
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hereby, shall remain in full force and effect. All references to the
Agreement contained therein shall refer to the Original Agreement as
amended hereby.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first written
above.
YOUTH SERVICES INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President, Acting Chief
Financial Officer and General Counsel
THE CHASE MANHATTAN BANK, N.A., New York, as Fiscal
Agent, Paying Agent, Conversion Agent and Transfer
Agent
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Assistant Vice President
[ADDITIONAL SIGNATURES ON
FOLLOWING PAGE]
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THE CHASE MANHATTAN BANK, N.A., London, as Paying
Agent, Conversion Agent and Transfer Agent
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Assistant Vice President
CHASE MANHATTAN BANK LUXEMBOURG, S.A., as Paying Agent,
Conversion Agent and Transfer Agent
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Assistant Vice President
CORRECTIONAL SERVICES CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
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